The Spider Man
by HeCallsMeHisChild
Summary: The one paranormal creature that he didn’t believe in is coming to get him...Note: Has nothing to do with the comic book character.
1. Tonight

**Note:** Many thanks to G.R., for helping me with key aspects of the story I was having trouble with. Also thanks to Krazy-Cartoonist-827 on DeviantArt for letting me base this story off his/her picture, "Lullaby".

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_"In the dark of the night, it hunts. Strange, circular tracks are the only trace it leaves—when it's full. But the recent string of child disappearances has become a more sinister occurrence in light of the tennis shoe found by a set of fresh tracks—the Spider Man's tracks."_

Dib stopped his furious note-taking and wrinkled his nose in disgust. "What? The Spider Man? I thought tonight's episode was something serious." He tossed the notepad over his shoulder, frustrated. "Idiots, I keep telling them what they should really look for, but they ignore me. Stupid show. Stupid Spider Man. There's no such thing!"

_"A team of experts from Area 51 have been seen combing the area for clues, but so far they've turned up nothing but the tracks, the tennis shoe, and scuffle marks in the dirt. So beware, and be on guard, or the Spider Man may get you next. Until next time, this is Mysterious Mysteries. Goodnight."_

He switched off the TV, gritting his teeth. "Will they stop giving paranormal science a bad name? Last week's episode of the Vampire Donut was bad enough. But now this? How am I supposed to be able to prove Zim is an alien if no one gives any credit to the paranormal in the first place because of this crud? And _when_ am I gonna stop talking to myself?"

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Throughout the school day, Dib couldn't shake his foul mood. Not even Gaz's threats or Zim's overblown ego fazed him. Deep frustration and anger churned in his gut, even as he dressed for gym.

He glanced across the locker room to the neon green privacy stall Zim had constructed for changing in. How many times had he tried to get a camera in there? He shook his head. Too many to count, and all had failed. That stall was wired with more gadgets than his old invisibility suit. But what really stung was the way all the kids walked past it, as if it didn't stick out from the dirty, grimy, brownish lockers and sickly tan stalls.

Out on the track, his day didn't improve. Zim, of course, was the fastest. He expected nothing less, the alien must have trained his antennae off for conquering. And every time Zim passed him up by another lap, he made sure to rub it in Dib's face.

"Hey Earth-stink, how do you think you're going to catch me with your horrendously slow legs?

"Good Irk hyuman, is your body defective, or is your head so big that it slows you down?

"Bow to the superior speed of ZIM!!!"

Dib lowered his head and pumped his legs faster, his breath chugging in and out in painful gasps. He'd never been athletic, and never pretended to be. But he had to shut Zim up somehow…

His legs protested the added strain and his lungs screamed for more air. He wobbled, his calves and thighs refusing his demands, and pitched forward, barely catching himself from landing face-first in the dust. Zim laughed triumphantly as he passed Dib yet again, followed by all the jocks and weight lifters. Once again, Dib was left with the familiar taste of humiliation on his tongue. Slowly, he pulled himself up and hobbled off to the side to sit on the bench.

"Where do you think you're going?" Barked the coach. "You have another 48 laps to run!"

Dib groaned, knowing that this coach wouldn't let him sit if he was dying. He motioned, exhausted, to the boy's locker room. "Bath…room…gotta…"

"Make it quick," the hog-toothed man snapped. "You have three minutes. I'm timing you."

The boy nodded and dragged himself to the locker room, collapsing against the smooth, cold wall. He leaned his head back against it, grateful for a chance to catch his breath. "Note to self, don't try to race Zim again, just keep pace."

_Hehehe._

His eyes shot open and he scrambled to his feet, swaying weakly. "Who's that? Who laughed?" He glanced around the room, but couldn't see anyone. "Heh, probably just my imagination." His gaze fell on the clock, and he groaned. "Four minutes… coach is gonna flunk me." He sighed, and trudged to his locker. "If he's gonna fail me anyway, no point in going back out to run another 50 laps."

_48_.

Dib started, eyes wide. "Wha… alright, whoever you are, come out! I mean it!" He yanked a tennis shoe from his foot and held it like a club.

No answer.

Dib stood there for a few more minutes, before deciding he was probably hallucinating due to extreme fatigue. He'd been up late every night for the past week, trying to infiltrate Zim's base. Otherwise… he didn't want to think about the alternative. He'd heard enough horrific stalker stories to last him the rest of his life. He tried to keep his mind on changing his clothes and gathering his books, but as he left the locker room, he heard a sibilant voice whisper one word, very clearly.

_Tonight._


	2. Ghost Kid

**Note:** Sorry I haven't updated this in forever, I haven't forgotten it.

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"You can't tell me you didn't hear that!" Dib shouted, pointing dramatically behind him. "You can't tell me you didn't hear something whisper 'Tonight'!"

"Shut up, Dib. I didn't hear anything but your paranoid mumbling, and if you make me lose this level I'll _find_ a paranormal beast, lure it back, tie you down, and let it strip the flesh from your bones!"

Dib scowled at his sister. "You just don't get it." Nervously, he peered over his shoulder. It seemed that once he'd left the Skool grounds, the voice had followed him. At first he thought it was one of his classmates playing tricks on him, but the farther he went, the more convinced he became that it was a ghost that had haunted the locker room.

_It must have attached to me for some reason. Maybe I can help it be at rest or something. Yeah, that's it. Just have to get it alone and ask what it needs._ He spoke. "Gaz? You go on ahead. I've got some… uh, investigating to do."

"Whatever." She never looked up.

Dib waited until she'd walked out of sight before glancing around. The neighborhood was fairly still, and no one was in sight. Cautiously, he whispered, "Ghost kid?"

The wind blew dead leaves past his feet.

"Ghost kid, are you there? Talk to me. Do you need me to do something?"

_"Tonight."_

"You need me to do something tonight?"

_"Tonight. Forest."_

Dib blinked. "You need me to go to the forest tonight?"

_"Tonight."_

"What do I do there?"

Silence.

"Ghost kid? Come back! Ghost kid!"

"You usually talk to yourself, kid?"

Dib jerked around, then relaxed as he realized it was the neighborhood veteran, also known around the block as the guy with no legs. "Uh, no, no Mr. Vee, I was just talking to..." He glanced around one more time. "A ghost kid... that was here a second ago."

Mr. Vee lifted an eyebrow. "Right, kid." He leaned forward, and said sternly, "Take my advice, kid, and lay off the drugs. The reason I don't have my legs today is because I was sky high one night in the army. Took a stroll through a mine field."

"Yeah," Dib muttered, edging away, "That's great, bye Mr. Vee. I have stuff to get ready for."

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"Alright, come out! I know you've been following me, whoever you are!"

As he'd said, Dib had gotten ready. Night vision goggles, color infrared camera with night vision, electromagnetic field detector, and a direct line to Ghostbusters, just in case. After dinner, he'd left his house and headed toward the woods at the edge of town, but along the way he'd heard scuffles, curses, and something clicking.

"You're going to scare away the ghost kid!" Dib complained.

"Quit your whining, Earth-stink, the ghost-child won't care." Emerging from a bush, Zim brushed leaves off his uniform.

"Zim?" Dib glared. "What are you doing here, trying to mess up my investigation?"

"Huh? Oh... well, that's a good idea, but no." His eyes narrowed. "You were acting strangely today, more than usual. Many times this has meant plots against Zim, and I needed to follow you and find out what you were doing. But you'll never get me to tell you that."

"You just did." Dib pointed out.

"YOU'RE MAKING IT UP!" Zim yelled dramatically.

"Keep it down! Look, Zim, I'm not after you tonight, I'm trying to track down a ghost kid that told me to meet him, or her, here tonight, okay?"

"That's dumb." Zim stretched. "If that's all you're doing, I'm leaving."

"Good, I don't need my alien investigation mixed up with my ghost investigation."

"Your brain meats are all mixed up."

"Your spooch-thingy is all mixed up."

"Your face is mixed up!"

"Your organs are mixed up!"

"Your giant head is mixed up!"

"You take that back!"

"Hah, the mighty Zim NEVER retracts an insult, not even... when..." Zim's expression mellowed for a moment. "Dib, have you ever had the feeling that something really really bad is about to happen?" Zim blinked. "Dib? Answer me!"

Dib would have liked to answer Zim, he had every intention of answering Zim. However, he discovered that working his mouth was extremely difficult when a shadowy, ten foot spider-like creature dropped into view, right behind Zim.


	3. Webbed

Cold and damp. The smell of rotting leaves mixed with the sickly sweet stench of decaying flesh. Dib's nostrils twitched and his mouth tightened against the nausea. An insect was whining somewhere, its pitch rising up and down in irritating alterations. He lifted his arm to scratch at his nose, but his arm didn't respond. He pulled harder, and it moved a tiny bit before springing back in place. Frowning, Dib forced his eyes open, rolling his head toward his arm.

Long, glistening strands of gray, dripping rope wound around his outstretched arm. He followed it with his eyes and realized his entire body had been restrained by the rope. In addiction, he hung roughly ten feet off the ground, bound to some sort of netting, over a heap of skeletions. None of the skeletons had skulls.

Sickened, Dib raised his eyes to the rocky wall opposite, only to be greeted by the sight of skulls. Dozens of them lined the wall like hunting trophies, each jammed in a nook or set on an outcropping of stone. Each wore a knowing grin, taunting him with a terrible, hidden secret. One more glance from the pile of skeletons to the skulls confirmed his dread.

_Human remains._

The insect noise grew louder and more distinct. Words emerged from the whine--long strings of words that rammed and jumbled together.

"And it was so awesomely cool when it dragged you both in here just like best buddies, always together you know, and it tied you up and it's so much fun to be hanging in the air like this and look, Dib's awake, isn't that just wonderful?"

Dib groaned. Only two humans on the planet could be that cheerful, and the voice was too high to be Mr. Elliot's.

"How'd_you_ get here, Keef?" He grumbled.

"Oh I got dragged in yesterday, but I was awake the whole time, which is funny cause you two were unconscious."

"Two? Who else--"

"Who else do you think, stink-monster!"

"Wonderful, I'm stuck in the cave of a man-eating monster with the two people--excuse me, one person and another monster--who I can't stand. Could this get any worse?"

"FILTH! Horrible pig-weasel, YOU are the monster, you and all your filthy hyuman friends."

"I don't have any friends!"

"YOU'RE LYING!"

"Oh you're talking together, that's so wonderful!"

Both turned on Keef, shouting, "SHUT UP!"

Squinting, Dib tried to catch sight of Zim. To his left hung two blobs, one writhing greenish one, and a red-topped blob. With a groan, he realized he'd lost his glasses. "Just great. Hey Zim, with all your 'amazing' alien gadgets, you wouldn't happen to have one that could free us?"

"Silence your ignorant smelly mouth hole, worm. Zim has every intention of escaping exactly as soon as hanging up here ceases to amuse me."

"In other words, your PAK is stuck shut with these sticky ropes."

"SILENCE! I am a GENIUS!"

Dib yanked harder on his arm, and heard a small ripping noise. He hated the thought of ruining his best trench coat, but he also didn't want to stick around for whatever had snacked on humans. Grunting loudly, he jerked hard against his jacket. With no small embarrassment, he realized he'd also have to lose his pants. "Good thing I decided on boxers today," he muttered.

"Eh? What is that? Some horrid idea about boxes?"

"Shut up Zim."

_Amusing._

"I told you to shut up, Zim."

"Zim said nothing, you fool! Although I would have retorted if given the chance, as if I'd ever listen to anything you'd say."

Dib paled. "That wasn't you? You didn't just say, 'amusing'?"

"Are your audio units impaired? I just said that I said nothing!"

A sibilant laughter echoed from the depths of the cave.

"Oh boy, isn't this just great? Now we're not the only ones happy, someone else back there is happy too--it's just so wonderful that we're all happy! I think I'm gonna sing the Happy Happy Joy Joy song."

"If you even attempt to begin that horrid song of joy and filth I will remove your organs, Keef!"

"Awww, poor Zim, you're just grumpy cause you got hung upside down."

Dib stifled a laugh. Without his glasses, he hadn't been able to see how Zim was positioned.

_Amusing indeed. But amusement isn't enough._ A sound like a brush passing along rock whispered from the dark. _Nourishment, that is the key. Yes._

Cold terror shot through Dib's veins and he struggled harder against the webbing. He stopped long enough to see a blurred representation of an enormous spider emerge from the shadows. It drew close to him and leaned into his face, smelling of rotting flesh.

_It would be a pity if you couldn't see the show._ Somewhere through the blind terror, he felt cold metal sliding past both sides of his face and two circles brought close. He blinked, realizing his glasses had just been returned to him. He opened his mouth to thank whatever it was, but his voice caught in his throat.

A man's face hovered before him, with human eyes and mouth and even hair. But the similarities ended there. From each corner of his mouth sprouted an insectoid pincer, with the sharp tips lopped off to leave sharp, rounded holes into the hollow curves. From the neck down he had the body structure of any common spider but covered in a thick coat of black fur. His eight legs were not the spindly legs of a spider, but long, thick, muscular limbs, each ending in a perfect circle, except for his forelegs, which ended in paws with razor sharp claws.

The creature smiled coldly. Its mouth never moved, but the voice reverberated through his brain.

_The Spider Man is having you for dinner, tonight._

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**Note:**Lyrics to Lullaby are copyrighted to The Cure, and this fic is based off of a drawing by Krazy-Cartoonist-827 called Lullaby.


	4. Devoured

**Note:** I am up far too late to be writing anything intelligent, but I don't have my usual ride to church tomorrow. Dooky. So here I sit, at 3:30 in the morning, bringing you the next chapter of The Spider Man.

By the way, I thought I should say, I never put the disclaimers and stuff in here because I assume that anybody reading my fanfics knows that I do not own Zim, Dib, GIR, Keef, the rarely-mentioned Torque or Gaz. Although I have been asked once or twice if I was Jhonen... that was odd.

I really really really need to get "Summer Love" out of my head... rehearsals.

Last note, do NOT read between the lines. This is still not ZADR. This is necessity of survival.

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Someone screamed long and loud. Dib blinked, dimly sure it wasn't him, simply because he could scarcely breathe. The creature turned from him, grinning at the petrified Irken.

_Don't worry. Your turn will come too._

"I WANT NO TURN YOU FILTHY EARTHENOID INSECT-MAN!"

_Earthenoid arachnid-man, actually._ It padded away from Dib and toward Keef.

"Oh! Will you be my friend?" Keef beamed. "I always wanted a really cool friend, and you're awesome! Is coming near me a way of saying yes? Oh! I get it, the pincer-thing on my neck is your way of a hug, right? Awww, I'd hug you too if I weren't stuck up here, think you could--" His babbling was cut off in a choking gurgle.

Dib gasped as he watched the Spider Man's pincers sink into the sides of Keef's neck. In the dim light, he could see the bundle that was Keef writhing in pain, and horrible slurping noises. As it continued feeding, its eyes and pincers began to glow red, casting more light on Keef.

Struggling less and less, Keef made pained moans, his face now sallow and wrinkling. The red glow brought the pincers into clear view, and, to his horror, Dib could see into the hollow appendages. Blood was not the only thing being sucked through the tube-ish cartilage, but muscle tissue and organs as well. Occasionally a flat sort of chunk would fly by, and he realized it was skin. Turning his head from the carnage, he vomited, the contents of his stomach splattering the headless skeletons below. Long after he had nothing left, he continued to heave, accompanying splatters assuring him that Zim too could not handle the sight.

After a few minutes, there was only silence. The sound of tearing brought Dib's head around again, and he watched the creature tear a fresh skeleton from the webbing. With a claw, it neatly severed the skull, catching it before it could shatter on the ground. Tossing the skeleton neatly at Dib's feet, it carefully placed the skull in an empty niche, patting it once or twice like a trophy.

It turned, fixing its eyes on its remaining victims. Dib cringed as he realized he'd lost control of his bowels.

_The sun comes. I am sated, and weary. I will require nourishment tomorrow. You will be comfortable till then. Goodnight._ With that, it withdrew to the depths of the cave.

They waited, silent for nearly an hour. When the sun had risen enough to light their features, Dib glanced at Zim. The alien stared straight back at him, as best he could from his upside down position. Wordlessly, they nodded at one another.

Dib immediately set to work, writhing against the webbing as hard as he could. He was soon rewarded with more ripping sounds, each one earning him more freedom. Once clear of his trench coat, he reached down, gritting his teeth with embarrassment, and unzipped his pants. Holding on to the remains of his coat, being cautious not to touch more webbing, he pulled out of his pants and dropped to the ground with a crunch. He clamped down on his tongue with his teeth to keep from shrieking, both from the pain that shot up his leg and the nauseating realization that he was sitting on what once was Keef.

Struggling through the pile, he forced himself to look for something sharp. An edged rock, a piece of glass, a bone shard, anything. Nothing presented itself. The creature, apparently, had a bone fetish and kept them all well preserved, despite their haphazard placement.

"Hurry, stink-beast!" Zim whispered.

Dib removed his glasses, muttering, "You owe me big, spaceboy." He knelt on the ground and threw them on the ground. Glass flew, scattering around. Putting his face close to the ground, Dib squinted, searching for a good-sized shard. On finding one, he took off his shirt and used the material to pick up the shard.

"Over here," Zim urged, his voice shaking.

"Keep talking, it's hard to see right now." Guided by Zim's voice, he fumbled toward the Irken, only stopping at Zim's harsh warning.

"Stop! For the love of Irk, or you'll get tangled for good! Then you are useless to Zim!"

Growling, Dib leaned in close. He could make out the strands and where they held Zim. Carefully, he laid the edge of the shard against one of the strands blocking his PAK and began to saw back and forth.

"This doesn't change anything, you know," Zim's voice had regained a bit of confidence. "I will still destroy you."

"Yeah yeah, and I'll see you on the autopsy table, alien scum, but _after_ we get away and set a trap, right?"

"Yes, yes, whatever." Zim sniffed dismissively. "Are you almost done?"

"Almost," the last entrapping strand parted, leaving a single opening in the PAK free. "This one's clear," he said, tapping the pink dot. He sprang back as a mechanical spiderleg shot out from it, stabbing at the webbing that held Zim. Within seconds, it was hopelessly snared. Dib groaned. "Stupid, why didn't you use your laser to melt it away?"

Zim snapped, "Because, uh, I AM ZIM! And I am a genius. So... so... silence! And clear another part of my PAK."

A few more minutes, and Zim was able to extend a second spiderleg from another opening, this time taking careful aim at the strands and firing short laser bursts. Within minutes, he fell from the web. Instantly he stood, triumphantly exclaiming, "I AM Zi--" The color drained from his face and he wobbled, red eyes glazing over. Alarmed, Dib moved forward, catching him as he fell.

"Idiot! Did you think you could just stand after hours of being upside down?" Frustrated, he yanked Zim's arm around his shoulder, supporting him, and half-dragged him toward the mouth of the cave. As he reached the opening, a sibilant voice froze him mid-step.

_You think you've won, you think you're free_

_But know this, prey, assuredly_

_You have advantage in the light_

_Remember that I eat at night._

It was fifteen minutes before Dib came to his senses, still running as fast as he could, and screaming. He realized he must look a sight, dressed only in stained boxers and dragging a green-skinned kid with long metal appendages trailing from behind, but the thought was quickly shoved away. He had more important things on his mind, namely, survival. And at the moment, survival lay in the direction of Zim's house.


	5. Light

Dib's mood had not improved much. Not only was he sequestered in his arch-enemy's stronghold, he had been repeatedly insulted and threatened. Upon regaining consciousness, Zim had shrieked and demanded to know what Dib was doing in his base. Several times during Dib's retelling of previous events, Zim interjected vehemently with phrases like, "You're lying!" or "You're making it up!"

By the time Dib had managed to convince Zim everything he'd said was true, he was edgy. He'd been tense before, but he couldn't take much more of the Irken's insanity. He'd been forced to shower with water, disinfectant, water, more disinfectant, and air-dried with a fan so forceful it nearly peeled his skin off. On top of this humiliation, Zim had incinerated the offending pair of boxers. With nothing else to wear, he was faced with Zim's array of "disguises". A bear suit, a human suit, a massively large dress, and an old-man outfit.

He raised an eyebrow. "Why do you have a dress in here?"

Zim glowered. "Shut up and choose a disguise. It was an emergency concerning slow explosion."

Rolling his eyes, Dib reached for the old man disguise, dropping the beard and hat, and glanced at Zim. "Do you mind?" He asked acidly.

"Do I mind what?"

"You are so stupid."

"I AM AMAZING!"

"Go away and let me dress in privacy, you idiot!"

Zim's antennae twitched as he stalked off, muttering about stupid hyumans and their odd concepts of shame.

Dib had emerged in the baggy shirt, jacket, and trousers, looking like he'd rummaged through a dump to find the clothes. On coming out, Zim immediately began describing his brilliant plan.

"See, we will find a small earth-rodent, and mutate it to grow horribly large. Its genetics can be altered so it has cravings to eat spiders. When the horrible Spider-creature comes, it will be devoured, and I will be safe!"

"We, Zim. We will be safe. Which we won't. Have you already forgotten Ultra-Peepi? If we get rid of the Spider Man that way, we'll just have another mess on our hands. Besides, I don't think the Spider Man is spider enough to tempt any spider-hungry critter."

"Then I shall have horrible, hairy winged monkeys swoop into the sea and lift up mighty sharks to drop on the beast!"

"You've been watching too much TV. Besides, winged monkeys don't exist."

"They do too! I made them, down in my labs!"

"It's still a stupid plan."

Zim jabbed a claw at Dib. "Then what idiotic failure of a plan do _you_ have, pathetic weakling?"

Dib batted the claw away in irritation. "I don't know! But at least I can admit that much. Look, we obviously can't come up with a viable plan unless we put our heads together."

"You suggest brain fusion, Earth child?"

He sighed, clapping a hand to his forehead. "This is going to be a long day."

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Hours passed, the slow progression of time wearing on the nerves of both. Every creak, every thud, every cricket chirp was greeted with alarm. Dib didn't bother taunting Zim, it was all he could do to keep his own fears under control.

As the sun set, the silence took on an oppressive feel. Darkness slowly engulfed each room, stealing away all light. Zim and Dib sat on the couch, pretending to rest. Both gazed longingly at the button on the opposite wall, but neither moved toward it. The base fell into darkness. Not a sound came from the computer, Zim had ordered it to shut down until further notice. Even GIR had been switched off.

Every tick from the clock's second hand was torture. A string of nervous babbling flowed through Dib's mind, but the silence pressed his mouth closed.

_Tonight._

Dib started violently, and he heard the sound of claws tearing through material. He swore he could hear his heart missing every other beat.

_Tonight. Now. Hide and seek is fun, but time for play is done._ Hideous, beady red eyes glowed in the dark before them. _The Spider Man is having you for dinner tonight._

Abruptly, Dib felt a huge pair of paws grasp him, pinning his arms to his sides. He broke the silence with a terrified cry as he was drawn closer to the eyes. He felt sharp, round things placed on either side of his neck. His blood pumped rapidly through his body, and he screamed once more.

Light. Blinding, brilliant light glowed from all sides. Dib was hurled into the wall. Something cracked, but he barely noticed. All he could see was the hideous monstrosity, staggering blindly. Five or six colored beams appeared, from different parts of the room, all aimed at it. They only appeared for a second, but they left behind gaping wounds on its hairy hide. It threw back its head, wailing in pain. The horrible dirge was lost as a laser bolt flew into its mouth and into its guts. Its legs collapsed beneath it, and it rolled around, writhing like a half-crushed insect. Gray web strands spurted aimlessly from its spinnerets, as its legs twitched convulsively. Three more bolts flew at its head, finishing the job. It lay limp.

Pain jolted him from his gawking, and he glanced at his arm, twisted the wrong way. Sickened, he looked back up. Zim stood on the opposite side of the room, his three-clawed hand shaking as it held the button down. Dib sighed in relief, and allowed unconsciousness to claim him.

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It hadn't taken Zim long to shake off the horror of the experience. He'd set Dib's arm, bound it, and roughly expelled him from the base. Despite Dib's protests that the carcass should be shown to the world, Zim had refused, saying it should be incinerated.

"We don't know how this thing functioned, Dib. What if it has some sort of advanced cellular reproduction, and is even now returning to life?"

Hastily, Dib had agreed, and silently cheered at the sight of smoke rising from the base's back yard. He began the long walk back home, already working on a plausible excuse for his two-day absence and broken arm. Gaz would have his head for not leaving word, but maybe she'd at least wait until his arm healed.

Unconsciously, he found himself bobbing his head to the beat of a song he'd once heard, and laughed at the irony of the lyrics.

_And there is nothing I can do_

_When I realize with fright_

_That the Spiderman is having me for dinner tonight._

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**Note:** This is the end. Lyrics to Lullaby are copyrighted to The Cure, and this fic is based off of Krazy-Cartoonist-827's Deviation, Lullaby.


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